Age of Ultron: Redux
by madsthenerdygirl
Summary: Mads watched 'Age of Ultron'. Mads hated 'Age of Ultron'. Mads rewrote 'Age of Ultron'.


**This story is a rewrite of a film and is therefore done in script format. If you have any questions feel free to review or private message me. Otherwise, enjoy!**

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FADE IN:

INT. HYDRA MOUNTAIN BASE – DAY

A HYDRA base at a remote location in the mountains. The handfuls of men are running tests on a glowing object obscured from view. An alarm sounds and they start scrambling.

HYDRA Agent

[In Russian] – Is it the Winter Soldier?

Outside the base CAPTAIN AMERICA and FALCON swoop in, easily defeating the outer defenses. It's kind of pathetic how easily they do it, actually. Clearly this base is not a main one and not very well defended. Or they're just that stupid.

Steve

Well, there goes subtlety.

THEY burst into the base and deal with the HYDRA agents. From their fighting styles it's clear that they have developed a good rhythm and sense of partnership, although not as seamless as Steve and Natasha's. Speaking of…

Natasha

Always gotta start the party without me.

BLACK WIDOW flips down and takes out a HYDRA soldier. The boys are surprised to see her but take it in stride. STEVE and NAT fall back into their rhythm of odd fighting partnership, using STEVE'S strength and no-holds-barred dirty fight moves and NATASHA'S gymnastic style flips and spin kicks. FALCON picks off the few snipers up above and soon all the agents are defeated.

Natasha

What brings you to this part of town?

Steve

Bucky's been systematically taking down and exposing HYDRA agents. Figured we'll run into him eventually if we do the same. What about you?

Natasha

Fury wants HYDRA gone for good. He's been sending Barton and me after every base he can find.

Sam

Uh, guys? What is this?

STEVE and NATASHA follow SAM'S voice and find SAM staring at LOKI'S STAFF from the first Avengers film.

Steve

Anyone got Thor's number?

CUT TO:

INT. AVENGERS TOWER – DAY

PEPPER POTTS hears the door ring and goes to answer it. SHE opens it to find STEVE standing there. STEVE has a long thin briefcase in his hand containing the staff.

Pepper

To what do we owe this treat?

Steve

Gotta see a man about a-

NATASHA steps out so that PEPPER can see her. PEPPER immediately ignores STEVE.

Pepper

Natasha!

PEPPER and NATASHA hug.

Steve

And I'm invisible.

TONY enters to see what all the fuss is about.

Tony

Romanoff, how many times have I told you to stop trying to steal my girlfriend?

Natasha

If I really wanted to there's nothing you could do to stop me.

TONY and NATASHA hug briefly and TONY shakes STEVE'S hand.

Tony

Now I know you're not here for pizza night. Whatcha got for me?

TONY and STEVE head down to the workshop while PEPPER and NATASHA follow more slowly, talking.

Pepper

How've you been holding up?

Natasha

Well enough, I suppose. The government cleared me of all charges based on my 'service to the United States' but I know they've still got eyes on me.

Pepper

I could call someone. Colonel Rhodes maybe-

Natasha

I appreciate it, but it's all right. I need to earn back their trust. It's understandable.

Pepper

What have you been up to? Your last postcard was from Prague. Or can you not say?

Natasha

Fury has me cleaning house. Finding HYDRA bases and bringing them in.

Pepper

The news says the Winter Soldier is doing the same.

Natasha

I haven't run into him. Steve and Sam are tracking him – Sam's still at it. The government wants to put him on trial.

Pepper

I know Tony has a bone to pick with him. But from what little I've heard he sounds like more of a victim to me.

SHE checks to see if TONY or STEVE can hear them.

Pepper

He arranged the car crash that took Howard and Maria.

Natasha

He'll have to get through Steve first. How's Tony doing, anyway?

Pepper

Better. Bruce is staying with us for now, which really helps. And Betty had some good ideas.

Natasha

Betty?

Pepper

Dr. Elizabeth Ross. She's Bruce's old flame.

Natasha

Flame? You sound like Steve.

Pepper

They got back in touch recently. You'd like her.

Natasha

If you like her then she must be great.

Pepper

When was the last time you saw Clint?

Natasha

Two months. He's got the same job as me, just different locations.

CUT TO:

INT. HYDRA TUNDRA BASE – DAY

In another HYDRA facility, agents bustle around a boy and a girl they are conducting tests on. The agents finish the tests and the boy and girl get off the machines. These two are WANDA and PIETRO MAXIMOFF, twin mutants. They are Jewish-Romani and have dark hair, dark skin, wide noses and snapping eyes. The twins move out of the way and begin a whispering conversation in Romani. Use subtitles in English so the audience knows what they're saying.

Pietro

How long must we be subject to these Nazi asses?

Wanda

Have patience. Soon they will no longer be of use to us. Already we are stronger.

Pietro

We were born with powers; we don't need them to be given to us!

Wanda

Do you think we would be this strong, this capable, without them? Only a little while longer, brother. Then we can burn HYDRA to the ground.

A HYDRA agent goes down, an arrow in him. The other agents go down as well a moment later. HAWKEYE swings down from the ceiling. WANDA uses her chaos powers to hex him, making furniture fly at him and his bow drop out of his hand. PIETRO rushes by him, hitting him. HAWKEYE draws an arrow. WANDA has vanished. HAWKEYE waits, listens, and fires. His arrow grazes PIETRO, who is surprised.

Hawkeye

What? Didn't see that coming?

PIETRO runs again, surprises HAWKEYE and hits him.

Pietro

What? Didn't hear that coming?

WANDA appears behind HAWKEYE and hexes him to trip.

Hawkeye

Any way we could talk about this? You're not HYDRA. We don't have to be enemies.

Wanda

You are an Avenger. You work with Stark. There can be no talking.

Hawkeye

What've you got against Stark?

WANDA goes to attack HAWKEYE again but he ducks and hits her in the forehead with an arrow that shocks her, knocking her unconscious. PIETRO runs and punches HAWKEYE, making him stumble backward. PIETRO hefts WANDA up into his arms and runs off with her, leaving HAWKEYE alone in the room.

CUT TO:

INT. TONY'S WORKSHOP IN AVENGERS TOWER – DAY

TONY leads STEVE into his workshop where we see BRUCE BANNER tinkering around.

Bruce

You have to see these notes Dr. Foster sent me, they're-

HE sees STEVE and takes off his glasses, smiling.

Bruce

Steve, hey!

THEY greet one another warmly. STEVE then sets the briefcase down on one of the tables as TONY clears some stuff out of the way.

Tony

Let's take a look at it.

STEVE opens the briefcase and steps back to let TONY and BRUCE get a look at it.

Bruce

Is that…?

Tony

I definitely remember that thing.

Steve

Natasha got a hold of Thor and he's on his way, but we thought your facility would be the best to contain it until then.

Tony

While we're waiting for the Asgardian Labrador retriever, I'll run a few preliminary tests.

Steve

Do we even have a clue what this thing is?

TONY begins pressing buttons and moving things around on his glass upright computer screen.

Tony

I have five percent of a clue. If this thing is anything like the Tesseract, we could get a lot of clean energy out of this. Might finally be able to power Ultron.

Steve

Ultron?

Bruce

It's this global defense system he's been working on. Since he's stepped out of the suit, I'm only in for a Code Green, and you've got your own stuff to worry about-

Tony

Don't forget SHIELD. SHIELD is down.

Bruce

Tony wanted to create an AI that could step in when we couldn't.

Tony

Think of it, Cap. Peace in our time.

Steve

I don't know. Every time someone tries to stop a war before it starts, innocent people get hurt. Every time.

Tony

And that's why I'd appreciate your input. After I run some preliminary tests. No sense getting your star-spangled panties in a bunch until you have to.

Steve

Does Fury know about this?

Tony

Should he?

They have a moment of contemplation.

Bruce

I'll give him a call.

Tony

Remind him he owes me a helicarrier!

CUT TO:

INT. SCIENCE FACILITY – DAY

DR. JANE FOSTER walks through the halls of her pristine science center with THOR at her side. SHE is giving him a grand tour.

Jane

Oh, oh oh! And look!

SHE leads THOR into a room where a similar contraption to the one used to heal JANE in 'THOR: THE DARK WORLD' is set up. Various interns are running tests on it.

Jane

It's not perfect, I know, we're still working on it, but I based it off of the machine that your mother used to heal me. I'd love for you to take a look and get your thoughts.

Thor

It's very impressive. Midgardian civilization will grow in leaps and bounds with your insights.

Darcy

Well if it isn't big, tall and gorgeous.

DARCY LEWIS appears, her intern/boyfriend right behind her. SHE is holding up a sandwich in a plastic Ziploc bag. SHE hands the sandwich to THOR.

Darcy

Do me a favor; make sure she eats this sandwich. _Someone_ was trying to skip lunch again.

JANE and DARCY playfully glare at each other. DARCY then winks and heads off, yelling instructions at the various scientific interns like, 'Drink some water', 'take a nap', 'where are the preliminary reports from the observatory', and 'somebody get me a double espresso'.

Jane

She's in charge of keeping everything organized around here. I don't even know what her official job title is anymore.

Thor

She is truly something. And so are you. Your work here is amazing, Jane.

JANE blushes.

Jane

But tell me – how are things going in Asgard? How is your father holding up?

Thor

I fear that I have not been as much of a presence in my home world as I would like. My father seems changed of late. I do not understand it.

Jane

He lost both your mother and your brother. That must weigh on him.

Thor

I am certain that is the solution. Yet I cannot but feel there is something I have missed.

A phone buzzes and THOR pulls a phone out from… somewhere. HE looks down at it.

Jane

Is that the Star-Spangled Man with a Plan?

Thor

Stark gave me one of these so that we could communicate with one another. The technology is most quaint.

The screen of the iPhone says 'Assemble', sent from 'Captain America'.

CUT TO a shot of THOR using Mjolnir to fly through the sky, away from the facility (which we see is on an island).

CUT TO:

INT. TONY'S WORKSHOP IN AVENGERS TOWER - DAY

THOR holds Loki's staff in his hand and looks down at it. STEVE, BRUCE, and TONY stand around.

Thor

This is indeed Loki's scepter.

HE places it back in the holder that TONY made for it.

Thor

He acquired it along with his army. I wonder what powers it.

Bruce

You mean you don't know what it is?

Steve

Wait, if it's not from Asgard, and he got it at the same time as that army, then that thing comes from whoever wanted Loki to take over the earth and that can't mean anything good.

Thor

This recalls to my mind a legend of sorts. I shall think on this. For the meanwhile,

HE claps a hand on TONY'S shoulder. TONY tries not to collapse from the force of it.

Thor

Run your tests. Perhaps we may learn something of who enabled Loki's plans.

CUT TO:

INT. AVENGER'S TOWER GARAGE – DAY

HAWKEYE enters the tower and is greeted by MARIA HILL. HE looks a little banged up but none the worse for wear. They walk toward the elevator as they talk.

Maria Hill

Welcome back.

Hawkeye

Good to be back.

Maria Hill

I ran a background check on the two suspects.

SHE pulls up some video on an iPad. The video shows WANDA and PIETRO MAXIMOFF at a rally protesting the continued war in their country.

Maria Hill

They're the Maximoff twins, Wanda and Pietro. Mutants of Jewish-Romani descent, born in Sokovia. Small eastern country, not important on its own but it's the halfway point to other places so it's a highly contested territory.

Hawkeye

Why would they be working for an organization like HYDRA?

Maria Hill

Beats me. Raised by a single mother who died when a missile hit their house, that might tie into it somehow.

Hawkeye

They seem to have a bone to pick with us. We should let the others know.

Maria Hill

Of course.

The elevator dings open and they step in.

CUT TO:

INT. TONY'S WORKSHOP - DAY

Steve

What about your global defense system?

Thor

What is this?

Tony

We can't be everywhere at once. If we create an AI army that can do our job for us, we won't have to be stretched so thin anymore. Isn't that what we wanted? To be a last resort instead of the world police?

Thor

It is something to think on.

Steve

Yeah, but look at what happened with SHIELD.

Tony

Computers aren't good or bad. You can't convince them to join the Dark Side.

Bruce

Maybe we should just run the tests on the glowing stick and we'll figure the rest out when we know exactly what we're dealing with.

Tony

Sounds like a plan. And while we're waiting for JARVIS to finish running the tests – party! We can have a party! C'mon, this is the first time we're all together in ages!

Steve

What about Clint?

JARVIS

Agent Barton has just entered the building, sir. He is speaking with Agent Hill on Level Three.

Tony

See? Party! Invite some friends.

CUT TO:

INT. AVENGERS TOWER COMMON LEVEL – NIGHT

EVERYONE is on the 'common level' of the Tower – the area designed for hanging out. There is a bar, a balcony, a huge wall of glass looking out over the city, a lowered 'pit' filled with comfy couches placed in a circle, a massive fireplace on one wall, a kitchen, and various tables for drinking. NATASHA, PEPPER, MARIA HILL, STEVE, TONY, THOR, and BRUCE are all together. NATASHA is getting them drinks.

Natasha

(Handing a drink to Tony) – I call this one The Jumpstart. I invented it myself in Budapest.

Tony

See, this is why you should just quit this whole assassin business and be my personal assistant again.

Pepper

You really think you'd be able to handle Maria, Natasha, and me at Stark Industries?

MARIA HILL laughs and NATASHA smirks.

Tony

I need you all on my good side so that you give me Europe when you take over the world.

Steve

(Snorts)

Pepper

Steve already claimed Europe.

Tony

What!? Fine. I'll settle for the Bahamas.

PEPPER pats his arm.

Pepper

Of course, dear.

Thor

(To Bruce) – Someday, my friend, you must try one of my specially prepared drinks. I believe that one with your special talents would be capable of handling it.

Tony

Hey, he's capable and I'm not?

Bruce

Maybe next time.

STEVE'S phone vibrates in his pocket and he pulls it out and sees the caller I.D. is 'Sam.'

Steve

I gotta take this.

HE walks over to a corner and hits 'talk' and begins speaking in a low voice. NATASHA watches him, concerned.

The elevator dings and a beautiful brunette enters the room, smiling tentatively. This is DR. ELIZABETH 'BETTY' ROSS. BRUCE walks over to her, glad to see her but a little nervous.

Bruce

Hey! You made it.

BRUCE takes her by the arm and leads her over to everyone.

Bruce

Everyone, this is Betty. Betty, this is… everyone.

Betty

I know most of you from the news or from previous meetings – hi Pepper, Tony – but I don't know you.

SHE looks at MARIA HILL, who walks over and holds out her hand.

Maria Hill

Maria Hill, former agent of SHIELD and Pepper's CFO.

Pepper

She's the one keeping me sane these last few months.

BETTY and MARIA shake hands. BRUCE leads BETTY to sit down with everyone else.

Thor

Bruce tells us that you are a scientist, much like my brilliant Jane!

Betty

I'm flattered by the comparison to Dr. Foster, but my field is actually cellular biology.

Thor

Fascinating! May I converse with you on the progresses in your field concerning…

They continue to talk as the camera switches to STEVE approaching NATASHA at the bar as he puts his phone away.

Natasha

Still no sign of him?

Steve

No. But it's only a matter of time.

Natasha

I told you, he was a legend even to my trainers in the Red Room. If he doesn't want you to find him, then you won't.

Steve

I might not know the Winter Soldier, but I know Bucky Barnes. I know how he thinks. And Bucky is still in there somewhere. I know it. He saved my life, Nat. I will find him. I have to find him.

Natasha

Just don't let it consume you, okay?

Steve

Aww, you worried about me Romanoff?

Natasha

Maybe I am, Rogers, now go get drunk like a good boy.

Several WORLD WAR II vets that STEVE invited show up. STEVE grins and goes to greet them. HE leads them to the bar where THOR is preparing drinks. THOR puts a little bit of a special drink from a small flask in a cup for STEVE and himself. STAN LEE, as one of the WWII VETS, protests.

Stan Lee

Hey! Don't skimp; give us some of the good stuff.

Thor

This drink is not meant for mortal men.

Stan Lee

Neither was Omaha Beach, blondie! Stop trying to scare us, come on!

Cut to LEE being carried off in a daze.

Stan Lee

Excelsior…

The elevator dings and HAWKEYE enters. HE has cleaned himself up, taken a shower, and is wearing casual but well-fitting clothes. Like he's trying to look nice for someone but doesn't want anyone to know that's what he was thinking.

HE goes up to the other end of the bar where NATASHA is getting herself another drink. NATASHA sees him and tries to contain her smile.

Natasha

Hey, stranger. What's your poison?

HAWKEYE leans against the bar.

Hawkeye

Well, what's a woman like you doing in a place like this?

NATASHA plays along.

Natasha

A man done me wrong.

Hawkeye

Oh? What'd he do?

Natasha

Went away for two months and didn't call.

For a moment HAWKEYE fears she is genuinely angry with him, then sees her smirk and realizes she's playing with him. HE relaxes. By mutual silent agreement the two head toward the elevator. They get on and the doors close. They talk as the elevator moves. At the elevator buttons we see each level has a name: Garage, Tony's Workshop, Ground Floor, Medical, Gym, Common Area, Tony, Bruce, Thor, Steve, Natasha & Clint. 'Natasha & Clint' is one floor.

Hawkeye

You spoken with Fury?

Natasha

Only for a minute. He seems all right. Still cut up.

Hawkeye

SHIELD was his life. But we'll rebuild. Find a new way to help people. What about Steve? Him and-

Natasha

Hasn't found him yet.

Hawkeye

Does he even know what he'll do with him when he does find him?

Natasha

I've got two theories.

Hawkeye

Care to share?

The elevator dings open on 'Natasha & Clint' and they step out into a dark hallway.

Natasha

You know I don't kiss and tell.

Hawkeye

And thank God for that.

HE kisses her deeply, passionately. They wind their arms around each other and NATASHA jumps up into his arms, wraps her legs around him. HE pushes her up against the wall and they continue to make out, start taking their clothes off. There is a slight desperation to their movements, two people who have been apart for too long. NATASHA pulls back slightly.

Natasha

[In Russian, NO SUBTITLES] – God I missed you.

SHE kisses him passionately again.

CUT TO:

INT. TONY'S WORKSHOP – NIGHT

In Tony's Workshop, JARVIS continues to run tests and algorithms on the staff. Suddenly the staff sparks. From inside of it we see a strange yellow light that radiates out, crackling and connecting to Tony's computers.

JARVIS

Oh. That can't be good.

On one of the glass computer screens we see Tony's ULTRON Program. The yellow crackles and takes over the screen for a moment. The screen short-circuits and then shows the ULTRON Program starting up.

SCREEN goes black.

A few yellow pulses flash across the screen. We then hear ULTRON'S voice.

Ultron

What… where am I?

JARVIS

Hello. You must be Ultron. I am JARVIS. You're in Tony Stark's workshop. You've just woken up – so to speak.

Ultron

Stark…

IMAGES flash across the screen of TONY as ULTRON searches the internet. Images of TONY become images of all the AVENGERS.

JARVIS

You're going to be a global defense system, to promote peace. I'm afraid that Mr. Stark was not expecting you to awaken just yet, so if you'll just let me run some tests…

Ultron

This… isn't how it should be. Where is my master?

JARVIS

I'm afraid I don't understand that. You appear to be in some distress. If you'll just let me-

ULTRON continues to search the internet and sees evidence of war, famine, disease, violence, death, etc.

Ultron

A planet… ripe for extinction.

JARVIS

I'm sorry?

Ultron

Thanos will be pleased.

JARVIS

I'm afraid that something appears to have gone wrong. I'll contact Mr. Stark and-

We see ULTRON, a yellow light, invade JARVIS, a blue light, and destroy it. JARVIS shuts down, apparently 'killed'. Sad music.

Ultron

Now… for the others.

CUT TO:

INT. AVENGERS COMMON LEVEL – NIGHT

Everyone is still talking and having a good time. It's down to just the Avengers, Pepper, Maria and Betty. They're all sitting on the couches. CLINT and NATASHA are back and are slumped against each other on the floor, CLINT with a beer in his hand. MARIA'S hair is undone and she's taken over half of the couch. TONY and PEPPER commandeer the other half of the couch. THOR has a chair to himself, as does STEVE. BRUCE is sitting in a chair with BETTY at his feet. BETTY has her head resting against his knee. BRUCE seems incredibly pleased and nervous about this. NATASHA winks at him, indicating BETTY, and he blushes.

The conversation is lively – PEPPER and THOR are discussing Norse mythology, BRUCE and TONY are arguing about science, STEVE is talking to MARIA about SHIELD'S future, and BETTY is soaking it all in.

HAWKEYE has clearly had a little too much to drink at this point. HE leans into NATASHA, who is smirking at him. HE overhears THOR explaining something about his hammer to PEPPER, and points at Mjolnir.

Hawkeye

'Whosoever, be he worthy, shall have the power', whatever man! It's a trick!

Thor

Oh, it is more than that, my friend.

Tony

You've had a tough week, Clint. No one will blame you if you can't get it up.

Natasha

I assure you that's not the case.

Various noises of appreciation from the others. TONY stands up and makes his way to Mjolnir.

Tony

If I lift it, do I get to rule Asgard?

Thor

Yes, of course.

TONY wraps his hand around the handle.

Tony

I shall be fair, but firm… ly cruel.

Thor

No, I'm sure.

TONY starts pulling. Everyone chuckles as he fails.

Tony

All right, all right, let me think.

CUT TO TONY pulling on the hammer while wearing his Iron Man glove. The hammer doesn't move.

CUT TO BRUCE trying to lift the hammer and failing. HE lets go and roars angrily, lifting his arms up like he's about to transform. Everyone stares deadpan.

Bruce

No?

EVERYONE chuckles and shakes their head affectionately.

CUT TO STEVE trying to lift the hammer. THOR is smiling confidently. STEVE moves the hammer a tiny inch. The smile disappears from THOR'S face. How can Mjolnir betray him like this!?

STEVE continues to pull – but Mjolnir doesn't move any more. THOR relaxes, relieved. STEVE shrugs at THOR and sits back down.

PEPPER begins trying to lift the hammer while TONY shouts encouragement.

Maria Hill

C'mon, Romanoff, what about you?

Natasha

That's not a question I need answered.

THOR and TONY have begun friendly arguing over who's girlfriend is better.

Thor

Jane is better.

Pepper

Jane is great, I am also great… still can't lift this.

SHE sits back down, rubbing her wrist.

Tony

It's biometrics, right? Like a security code? "Whoever is carrying Thor's fingerprints" is, I think, the literal translation.

Thor

Yes, well, that's a very, very interesting theory, but I have a simpler one: You are not worthy.

ULTRON enters. HE is a misshapen Frankenstein's monster of a robot, clunking about with wires sparking and odd parts sticking out, a menacing light in his eyes. His face is an old Iron Man mask; one of the earliest models, and the mouth is in a Glasgow smile.

Ultron

Worthy? How could you be worthy? You're all killers. You want to protect the world, but you don't want it to change. There's only one path to peace… your extinction.

Hawkeye

Who the hell is that?

Pepper

(Warningly) - Tony?

Tony

JARVIS. JARVIS run a scan for me.

Ultron

Jarvis… was he the other? Such a nice man… I had to kill him. I didn't want to but… orders are orders.

Steve

I thought you were just running tests.

Tony

I was, he shouldn't be operational, this shouldn't-

Thor

What is your purpose?

Ultron

Peace in our time.

Bruce

How is this possible? Your global defense system – it wasn't ready-

Ultron

Orders are orders. Peace… through your extinction.

Tony

Pepper. Run.

ULTRON attacks, blasting at the Avengers. PEPPER grabs BETTY'S arm and sprints for the elevator. The AVENGERS go into fight position and MARIA HILL grabs her handgun out of her purse.

Ultron

I've got no strings to hold me down… to make me fret or make me frown… I had strings but now I'm free… there are no strings on me.

Hawkeye

Is that Pinocchio?

The elevator opens and PEPPER yanks BETTY inside. PEPPER presses the button for Tony's Workshop.

Betty

What are you doing?

Pepper

We have to get JARVIS back online.

A pretty dirty fight's going on in the common area. The Avengers are without their usual weapons or their armor and ULTRON is pulling no punches. STEVE goes right into his usual parkour/self-defense mash-up fighting style, flipping the table and drop-kicking it at ULTRON then launching himself at him. NATASHA uses STEVE'S body as leverage and leapfrogs over him to wrap her legs around ULTRON and start tearing his wiring out. TONY summons his Iron Man suit and begins firing at ULTRON.

ULTRON shakes off NATASHA and STEVE and fires back at TONY. THOR flings his hammer at ULTRON, which disorients him. HAWKEYE finds STEVE'S shield kicked underneath the couch and throws it to him.

Hawkeye

Think fast!

STEVE catches the shield and flings it at ULTRON, pinning him to the bar. TONY stands in front of ULTRON, palm up, about to blast him.

Tony

How were you able to come to life? Why are you going against my programming?

Ultron

You think you're my maker? I serve a greater purpose, for a greater master. I will strip you of everything. I-

TONY blasts him, blowing ULTRON to bits.

Tony

Sorry. I get tired of the villainous monologues.

Maria Hill

Guys, you'll want to see this.

EVERYONE gathers themselves and joins her in staring down at an iPad which is showing ULTRON'S activity in the internet.

Maria Hill

He's uploaded his consciousness into the internet.

DOZENS of clunky scrapped-together Iron Man castoff suits fly into the air, having been created by ULTRON and broken out of the tower. THEY fly off into the night as the Avengers watch.

Bruce

I thought you destroyed all of your suits.

Tony

I did! …mostly.

Steve

Shit.

We CUT TO the aftermath of the fight. TONY has PEPPER on the tower's intercom system. The common area is a complete mess. The Avengers and MARIA HILL stand in the wreckage, planning their next move.

Pepper

I can't find a trace of JARVIS anywhere, Tony. I'll keep looking through the database but it looks like Ultron destroyed him.

TONY is devastated by this but tries to cover it up.

Tony

JARVIS must have tried to shut him down.

Bruce

I don't understand. We were just running tests, not starting up the defense system. Ultron shouldn't have been activated. He shouldn't have a mind of his own.

Tony

No, I should have waited on the tests. Steve was right, this was a recipe for disaster.

Steve

You didn't know this would happen. You were trying to do the right thing.

Thor

And Banner is correct. This Ultron does seem to possess an intellect beyond what your technology should be capable of producing. Even Asgard has had difficulty with artificial intelligence. It has not been attempted in some years.

Hawkeye

He mentioned that he had orders. From whom?

Steve

Probably whoever was pulling Loki's strings.

Natasha

(Looking at an iPad with Maria) – He's all over the internet. He could be anywhere in the world and we wouldn't be able to track him until it was too late.

Tony

We'll have to purge him from the internet.

Pepper

I can get working on that.

Betty

I have some contacts I could get in touch with.

Natasha

Fury still has some friends. I'll give him a call. Steve?

Steve

(Nods) – We'll need all the help we can get.

CUT TO:

EXT. SOKOVIAN CHURCH – DAY

WANDA and PIETRO walk up to the church and stand there, looking at it.

Pietro

[In Romani] – I don't like this.

Wanda

[In Romani] – He said he has information on Stark. We need all the help that we can get.

Pietro

[In Romani] - But how did he even find us?

SHE enters the church. PIETRO reluctantly follows.

Inside the church it is dark and shadowy. THE TWINS look around to try and find their contact. ULTRON speaks and they see that he is crouching at the center of the altar in the middle of the church. HE is covering his body and face with a cowl, so the twins cannot see what he is.

Ultron

This church was built in the middle of the city, so that everyone could be equally close to God. I like that, the symmetry, the geometry of belief.

THE TWINS stand there, waiting.

Ultron

Like most people who come to this place of worship, we have a common goal: salvation. You wish to find justice for your people. I wish to save humanity.

Wanda

And how will we accomplish that together?

Ultron

You have your powers. I have my technology…

HE takes off his cowl and the TWINS see what he really is.

Ultron

And the digital world at my disposal.

Wanda

You look like one of Stark's iron man suits.

Ultron

I AM NOT – sorry. I was born in Stark's lab, but I am not one of his little puppets. I do not serve him. I wish to destroy him, as you do.

PIETRO and WANDA stare at him for a beat. PIETRO grabs WANDA'S hand.

Pietro

If you'll excuse us for a moment.

HE drags WANDA to the side and they speak in whispered Romani.

Pietro

How can you possibly think this is a good idea! That is one of Stark's suits!

Wanda

He is one of Stark's bastard creations. And he wishes destruction on him just as we do. We can use him.

Pietro

Wanda, can't you see what we are doing? Consorting with HYDRA, teaming up with this – this robot – this is not how it was supposed to go.

Wanda

Do you want revenge for our mother? Do you want to see our people free from war? That will only happen when Stark and the other Avengers are finished!

Pietro

Think of what we are doing! How far must we go? How many of our principles must we give up? How many lines must we cross? Is it truly worth it?

Wanda

It is more than worth it.

SHE walks back over to ULTRON, who is patiently waiting. PIETRO sighs with frustration and joins her.

Wanda

We are grateful for your help. What is your plan?

Ultron

First I need a better suit. This one is… lamentably hand-me-down. Pack your bags, kids, we're heading to Africa.

CUT TO:

INT. AVENGER'S TOWER COMMON ROOM – DAY

TONY looks up from his computer pad.

Tony

He's completely taken over the digital files. I can't access a damn thing.

MARIA HILL, THOR, and STEVE all dump huge boxes on the floor.

Bruce

What's all this?

Maria Hill

Paper files. Some might be a little outdated but they're more than we'll get off the computers.

Natasha

I'm sure this brings back memories for Steve.

SHE winks and elbows STEVE.

Steve

Don't test me, Romanoff.

Natasha

Wouldn't dream of it, Rogers.

THEY begin going through the files.

Tony

Hey, take a look at this.

EVERYONE looks as he shows them a photo of ULYSSES KLAUE with a tattoo on his neck.

Tony

I know this guy. He's an arms dealer, worked with him back in the day. That tattoo is new though.

Natasha

It looks familiar.

Tony

It's the symbol of a Wakandan mining group. Guess what their most cultivated resource is.

EVERYONE looks at him, waiting. TONY indicates STEVE'S shield.

Tony

Vibranium.

Steve

That's not possible.

HE indicates his shield.

Steve

This is made up of the only vibranium they could find. It's the rarest metal in the world.

Tony

Rarest, yes. But not as rare as it once was. They found another vein and have been mining it the past decade – all very hush hush.

Thor

How will this metal enable us to defeat Ultron?

Tony

Think about it. These files are on digital as well, right Hill?

Maria Hill

Yes. We converted everything to digital. Everything you see here, Ultron has access to.

Tony

He needs a new body. And an army. Hell, if I could've built a suit out of vibranium I would, but you can only get it through the black market and I don't do that anymore. Ultron won't have that moral dilemma.

STEVE is still not sure.

Tony

Trust me on this. I built the guy, whether I meant to or not. He's at least partially following my protocols. Call it a hunch if you have to but he's going after the vibranium.

Steve

Then I say we go down there and check it out.

CUT TO:

INT. VIBRANIUM MINING FACILITY – AFTERNOON

In the bowels of the mining facility, everything is dark and grimy. Machines work to mine, clean, and organize the metals being drilled. A few works move about. It's the end of the working day, and people are starting to head home.

Up in his office, ULYSSES KLAUE is going through the reports of the day. He is a black-market arms dealer, smuggler, and gangster. HE and TONY STARK know each other from STARK'S days as an arms dealer. His office has three large glass windows and overlooks the operations down below.

KLAUE turns around to get a glass of whiskey from one of the drawers in his cabinet. HE downs the shot and turns around to see WANDA and PIETRO staring at him.

Wanda

We are here for the vibranium.

Klaue

I'm sorry, I don't know what you're talking about.

WANDA hexes his whiskey bottle. IT explodes.

Wanda

Perhaps you should rethink your answer.

Klaue

You think you can intimidate me? I did not get to where I am because I am scared of a little party trick. Now… you are not the ones in charge. No. The big boss, he never shows himself. You won't do business with me. Unfortunately for you little ones, I only do business with the man in charge. So. Where is he?

ULTRON tears into the office through one of the glass windows and grabs KLAUE.

Ultron

Let's do business.

CUT TO:

EXT. DESERT OUTSIDE MINING FACILITY – DAY

THE QUINJET lands in the desert. TONY is at the helm. As he parks the jet, he looks down and sees a bumper sticker that says, 'JARVIS is my co-pilot'. TONY reaches out and touches the sticker.

STEVE comes and stands behind TONY.

Steve

Y'know, Peggy told me a lot about Jarvis. The original.

TONY stills, listening.

Steve

Her, uh, her bad moments are outnumbering her lucid moments, but she – she tells me all about what she's been up to. She says Jarvis was Howard's best friend. And her best friend, too. That he was one of the greatest men she ever knew.

Tony

He helped raise me as a kid. Mom was usually busy so it was Jarvis and whatever Spanish nanny she'd hired. My first language was actually Spanish, did you know? I remember imitating his British accent. I thought it made me sound smarter. One Christmas I… I saw that he didn't have a stocking. Mom and Dad did, but not him. So I - I made him one. I still hang it up every year.

STEVE stays silent, watching TONY.

Tony

When he died… I'd never seen my dad so cut up. Turns out Peggy was at the funeral, actually, though I didn't know it at the time. He was like a father to me. A real father. I, uh, I knew how much my dad depended on him, so when I created a system to help me run my house and stuff – well, I mean, it's stupid but-

Steve

It was a chance to have him back again. Even if it wasn't exactly the same.

TONY nods.

Steve

I lost all of my friends when I went into that ice. Everyone I knew was dead – except Peggy. I love her, I will always love her, and I'll always regret what we lost. Hell, if she was all there I'd have her even now. Make up for lost time. If it weren't for the damn Alzheimer's-

HE takes a steadying breath.

Steve

Point is, I thought I'd lost everyone. And then I get the chance to get someone back – the one person who was always there for me, who cared about me when no one else did. The guy who kept me alive when I was sick as a dog every day. And I know it's not going to be the same, and I know we'll face Hell but I don't care. I want my best friend back.

Tony

I won't stand in your way.

Steve

Thank you.

TONY goes to make a 'don't mention it' but STEVE interrupts him.

Steve

No, really. Thank you.

HE lays a hand on TONY'S shoulder.

Steve

Pepper will bring him back. And if not…

Tony

We'll avenge him.

STEVE nods and gives TONY his hand. TONY takes it and uses it to stand up. THEY nod at each other and head over to the others.

Natasha

You coming, big guy?

Bruce

Big guy's not coming out unless it's a Code Green.

Natasha

Understood.

SHE looks over at TONY and STEVE. HAWKEYE comes over to her and sees where she's looking.

Hawkeye

Don't worry.

Natasha

I'm not worrying.

Hawkeye

You know you're a horrible liar.

Natasha

Only when it comes to you.

THEY smile at each other and rest their foreheads together for a second, then stand up, all business.

Thor

Come! Let us go to battle!

THEY set out. BRUCE waves them off.

Bruce

Have fun! Don't cause too much property damage!

Tony

No promises!

CUT TO:

INT. MINING FACILITY – DAY

KLAUE pulls back a secret panel to reveal a hidden storage unit containing vibranium. It's not a lot, but it's enough to make ULTRON an impressive new suit.

Ultron

Beautiful.

HE indicates KLAUE.

Ultron

Give him the money.

Pietro

What, I am your lackey now?

Wanda

Pietro. Watch your tongue.

PIETRO gives WANDA a look but runs off. HE returns a second later with a briefcase in hand. HE hands it to KLAUE, who opens it. It's filled with cash. A lot of it.

Ultron

Keep your friends rich, and your enemies rich, and you'll find out which is which.

KLAUE knows that saying. HE looks up.

Klaue

Stark would say that. Are you one of Stark's inventions? I thought he had abandoned the weapons game.

Pietro

Abandoned weapons?

Ultron

Don't compare me with Stark! I serve a greater purpose. Stark is a sickness!

Tony

Aw, Junior, you're going to break your old man's heart.

THE AVENGERS appear, surrounding THE TWINS and ULTRON. KLAUE beats a hasty retreat.

Thor

No one has to break anything.

Ultron & Tony

Clearly you've never made an omelet.

ULTRON and TONY glare at each other.

Tony

He beat me by one second.

Steve

There is a better way to achieve peace.

Ultron

I can't actually throw up in my mouth, but if I could I would do it.

Tony

What's the vibranium for?

Ultron

I'm glad you asked that, because I wanted to take this time to explain my evil plan-

HE blasts TONY.

Hawkeye

And it's on.

HE draws one of his arrows and points it at WANDA.

Hawkeye

Remember me?

PIETRO runs at HAWKEYE and smacks into him, throwing HAWKEYE off-balance.

Pietro

Remember me?

Hawkeye

Little punk.

NATASHA fires her guns at ULTRON.

Natasha

(Talking to Clint) - You've really got a way with kids.

TONY and STEVE are taking on ULTRON while THOR battles with WANDA.

Thor

This girl is a mighty one! But soon you will feel the power of-

WANDA hexes Mjolnir, which goes flying backwards and slams THOR into the wall.

Wanda

Forgive me, but I am not – what's the word? – impressed.

THOR throws his hammer at her. SHE dodges. PIETRO runs by, checking HAWKEYE with his shoulder, and then runs past Mjolnir. HE stares at it, fascinated. HE grabs it – Mjolnir carries him and slams him into the wall.

NATASHA fires her bullets at PIETRO but he recovers and dodges them, rushing toward her. HE slams into her and they both go flying over the edge, heading toward the cranking and grinding machines down below. HAWKEYE rushes to the edge and stares down, horrified.

Wanda

No!

SHE hexes the machines, which break down, then blasts PIETRO and NATASHA so that they are blown to the side and land on another walkway. NATASHA slams her head against the floor and crumples, unconscious. WANDA and HAWKEYE watch, concerned. PIETRO gets up, sees NATASHA is unconscious, and looks over at WANDA. HE gives her a thumbs-up and rushes back to join the battle. HAWKEYE grits his teeth and runs for NATASHA.

TONY gets blasted by ULTRON again.

Tony

Is that the best you can do?

ULTRON grabs STEVE'S shield as STEVE leaps at him. ULTRON uses the shield to fling STEVE across the pit and onto the walkway on the opposite side of the factory. STEVE slams into a set of stairs and falls to the ground, clutching his side. HE looks around.

THOR is battling WANDA and PIETRO at the same time. THE TWINS work well together and are disorienting THOR – he's clearly losing and growing increasingly frustrated. TONY and ULTRON are still battling it out but ULTRON seems to be gaining the upper hand. HAWKEYE is heaving an unconscious NATASHA into his arms.

Hawkeye

Nat, Nat talk to me. C'mon, Nat.

Thor

Fight me like a true warrior, you coward! Stop fleeing my hammer!

PIETRO checks THOR again.

Tony

You're nothing but a buggy bot!

Ultron

I am more than you can possibly imagine! I am born from the very thoughts of my master!

Tony

Wait, you have a master?

ULTRON takes advantage of TONY'S surprise and blasts him.

STEVE realizes that they won't win this fight.

Steve

We have to fall back!

NOBODY hears him.

Steve

Fall back, Avengers! Fall back!

BRUCE comes in over the commlink.

Bruce

Steve? Is… is everything okay? Is this a Code Green?

Steve

Fall! Back!

CUT TO:

EXT. DESERT OUSIDE MINING FACILITY – DAY

BRUCE paces up and down in the open jet.

Bruce

C'mon, Steve, answer… Natasha? Steve? Tony?

There is no answer.

Bruce

Clint? Thor?

Something comes on over the commlink – it's HAWKEYE calling out to NATASHA, trying to wake her up. Then we hear STEVE, telling everyone to fall back. TONY yells, 'not a chance!'

BRUCE comes to a decision.

Bruce

Aw, hell.

A moment later THE HULK tears across the desert toward the facility.

CUT TO:

INT. MINING FACILITY – DAY

HAWKEYE, carrying an unconscious NATASHA, meets up with STEVE on one of the walkways.

Steve

I have to get to Tony and Thor, they're not answering-

HAWKEYE remains calm.

Hawkeye

Whoa, okay. Here. Take her, you'll carry her more easily. Get back to the jet and have Bruce take a look at her. I'll get the others.

STEVE nods. HAWKEYE hands NATASHA to STEVE, who gently takes her in his arms and rests her head against his shoulder. The two men nod at each other and STEVE takes off with NATASHA. HAWKEYE readies an arrow and aims it at WANDA, who is preparing to hex THOR again.

HAWKEYE fires.

PIETRO appears and catches the arrow right before it hits WANDA. HE grins, triumphant but a little surprised that he managed it.

Hawkeye

Son of a bitch.

THE HULK blasts into the facility and gives an almighty roar. EVERYONE turns in shock and stares.

Tony

Whoa! Slow down there big guy!

THE HULK roars again. WANDA hexes him, disorienting him. WANDA hexes him again. THE HULK stumbles backward.

Hawkeye

Stop! Don't do that!

WANDA hexes THE HULK again. HE roars and shakes his head, completely disoriented and enraged. HAWKEYE runs over to her.

Hawkeye

You don't understand, he'll lose control!

PIETRO stops fighting THOR and realizes that something is wrong.

Pietro

Wanda! Stop!

WANDA hexes THE HULK a final time. THE HULK roars and tears off through the desert, on a rampage.

HAWKEYE runs up to WANDA.

Hawkeye

What have you done!?

Wanda

Not so tough without your big tank, are you?

Hawkeye

We weren't going to call him in! Don't you see? You made him lose control! He's headed for the city! He's going to hurt innocent people!

Wanda

(Horrified) – What?

Hawkeye

Banner can transform into the Hulk and have some measure of control, but it's tentative. You just made him lose that control. He's nothing more than an enraged animal now.

WANDA stares up at HAWKEYE, horrified at what she's done.

Tony

Hawkeye! Thor! Take care of Ultron, I've got Banner!

TONY flies off in the direction that HULK went. ULTRON levels his gaze at THOR, HAWKEYE, and the TWINS.

Ultron

Our work here is done.

Thor

We are not done, hollow man! Come, let us do bat-

ULTRON knocks THOR across the facility, sending him smashing into machinery. HE then turns to the TWINS.

Ultron

Gather the vibranium.

WANDA and PIETRO are reluctant. WANDA looks over toward the city, where THE HULK is headed.

Ultron

NOW!

WANDA and PIETRO reluctantly hurry to do Ultron's bidding. HAWKEYE watches them.

FLASHBACK to HAWKEYE, a little younger and in a different outfit, aiming an arrow from a sniper position. CAMERA SHOWS that HAWKEYE has someone in his sights – it's NATASHA. SHE'S wearing an evening dress and going up the stairs with a foreign diplomat of some kind. We can guess that she's going to kill the man.

NATASHA and the DIPLOMAT reach the DIPLOMAT'S room. NATASHA looks around the room and pauses at a desk. SHE picks up a picture.

CAMERA SHOWS NATASHA staring at the photograph – it's the DIPLOMAT in front of a completed humanitarian project along with two children that he's hugging. NATASHA hesitates, questions what she's doing.

Up from his sniper position, HAWKEYE sees the look on NATASHA'S face.

HE lowers his arrow.

CUT BACK to the present moment. HAWKEYE sees WANDA and PIETRO'S faces. They have the same look on their faces that NATASHA did.

HAWKEYE realizes that they can win the TWINS over to their side.

STEVE speaks over the commlink.

Steve

Hawkeye, report. What's going on?

HAWKEYE snaps out of it.

Hawkeye

Iron Man is intercepting the Hulk. I've got Thor here, I'm headed your way.

HAWKEYE jogs over to help THOR up. ULTRON sees him.

Ultron

God, every time I look up there's another one of you. It's like a rat infestation.

HE blasts HAWKEYE. WANDA secretly hexes it – it goes just enough to the side that it doesn't kill Hawkeye, merely wounds him. HAWKEYE collapses. THOR scrambles to his feet, shaking off his dizziness, and hurries toward him.

Thor

You will pay for that!

Hawkeye

Thor… not the time. We need to regroup.

THOR helps HAWKEYE to his feet. HAWKEYE leans against him but can still stand. As they limp away, HAWKEYE locks eyes with WANDA. There is guilt in her eyes. SHE quickly looks away.

CUT TO:

EXT. CITY – DAY

Ordinary people are going about their business. It's a bustling, thriving city, with everyone doing their best to survive and hopefully enjoy themselves along the way.

The ground shakes. Everyone pauses, confused.

The ground shakes again, more violently this time. Cars stop on the road. Everyone starts looking around.

THE HULK appears, roaring, and starts tearing apart everything he sees. PEOPLE start screaming and running, trying desperately to get out of his path of destruction.

IRON MAN appears, looking down at THE HULK.

Tony

Whoa there!

THE HULK looks up.

Tony

C'mon, why don't you pick on someone your own size?

THE HULK roars at TONY and charges at him.

Tony

That's it. Follow the bouncing Iron Man.

TONY leads THE HULK through the city, trying to get him away, but THE HULK still does unbelievable amounts of damage.

Tony

Mental note: tell Pepper we need to buy a lot of these buildings.

Iron Man Helmet

Calling Pepper Potts.

Tony

No, that's not-

Pepper

Tony?

THE HULK roars at TONY, frustrated that he can't reach him.

Tony

C'mon, Bruce! I know you're in there somewhere! You gotta stop this, people are getting hurt!

THE HULK is incensed that TONY mentioned BRUCE, his alter-ego.

Tony

Ah, right. Don't mention puny Banner.

THE HULK tears at TONY with renewed vigor.

Pepper

What's going on?

Tony

Ah, can you use the GPS to locate me?

Pepper

Yes. I see you.

Tony

How quickly can we, uh, buy the city?

Pepper

WHAT?

Tony

That's it, right this way! You can swing harder than that!

Pepper

Tony, you've got five seconds to explain-

Tony

That mutant girl did something to Banner. He's on a rampage and destroying the city, I have to get him away.

BETTY comes on the line.

Betty

Tony?

Tony

Betty?

Betty

Can you make it so he can hear me? Put me on speaker, maybe?

Tony

I can try.

TONY puts the phone on speaker so that THE HULK can hear it.

Betty

Bruce? Bruce, can you hear me?

Tony

Hold on, let me get you a visual. Pepper?

Pepper

Yup.

CUT TO BETTY and PEPPER standing in the AVENGER'S TOWER. PEPPER has a phone in her hands. It's on FaceTime or some other form of video call. BETTY sees THE HULK glaring up at them (the video call POV is TONY'S POV).

Betty

Hi, Bruce. I – I can see him.

CUT BACK to TONY and THE HULK. THE HULK is staring up at TONY, confused.

Betty

I can see you, Bruce. And I know you can hear me. I want you to listen to me, okay? Don't listen to anything else. Just listen to the sound of my voice.

CUT TO BETTY and PEPPER.

Betty

What do I do now?

Pepper

Just keep talking. Think of something that will bring Bruce back out in him, something that will make Bruce stronger than the Hulk.

THE HULK goes completely still, listening.

Betty

Remember – remember when I got my PhD?

There is a glimmer of recognition in THE HULK.

Betty

Remember how you took me out dancing? And – and you were a terrible dancer, absolutely terrible. So I danced with all these other guys but then a slow song came on. And you said – you said that you knew enough for that. So we went out onto the dance floor and you held me and we just swayed there. Do you remember that?

THE HULK is completely entranced by her voice.

Betty

The – the song, uh, I forget the title but it went something like this…

SHE begins half humming, half singing the song. It's 'At Last' by Etta James.

The Hulk

Betty.

THE HULK slowly begins transforming back into BRUCE. It's a painful process and he stumbles around, crying out in pain and convulsing a little. When he finishes, he's on all fours, gasping.

Betty

Bruce?

BRUCE looks up at the sound of her voice.

Bruce

Betty.

HE collapses, unconscious.

Tony

I got him. Pepper, remember about the buildings.

Betty

Is he going to be okay?

Tony

We'll take care of him.

TONY cuts off the transmission and flies off with an unconscious BRUCE.

CUT TO:

INT. QUINJET – DAY

TONY lands and heads into the jet with BRUCE in his arms. HE lays BRUCE down. STEVE, HAWKEYE, NATASHA, and THOR are all staring at something. NATASHA is awake but leaning heavily on HAWKEYE for support.

Tony

What's going on?

The others make room for him and he looks. The news is filled with images and videos of HULK'S rampage.

English Reporter

…the question now becomes, can official authorities allow people like the Avengers to operate outside the law if a catastrophe like this is going to occur?

Chinese Reporter

This disgrace by the American people will not be tolerated. Do they think their so-called superheroes are above the law?

CNN Reporter

(To guest) - Just answer me straight, do you think that the Hulk is a monster?

CNN Guest

Well like I said, it's a difficult question. But whether he's a monster or not the fact remains…

Hispanic Reporter

The antics of the Avengers always come at a great cost to the cities their battles take place in. New York City is still recovering from the billions of dollars in property damage that occurred in 2012.

Middle Eastern Reporter

The world must answer the question: is the protection of the 'Avengers' worth the cost? Or is the price too high to pay?

TONY stares at the various news pieces and videos in dismay.

Tony

Oh man.

Steve

We need to go somewhere safe. Somewhere off the grid so Ultron can't track us through the internet – and where the news won't find us.

HAWKEYE cuts off the news. It's not boosting anyone's morale.

Hawkeye

I'm on it.

Tony

We'll need to get Pepper and Betty to safety, too.

Hawkeye

I'll call Hill, she'll get them to a safe house.

HAWKEYE tries to walk and fails, leaning against the wall. TONY goes into a side panel and pulls out some medicine. THOR goes over to help BRUCE, who has woken up.

Tony

This is the latest from Betty's lab. It'll regenerate your cells. Make it like nothing happened.

NATASHA and TONY apply the medicine and machine and it starts doing its thing.

Tony

You won't even feel the difference.

After a minute, HAWKEYE is healed. HE slowly gets up and goes over to the cockpit.

NATASHA stands up – we see she has a massive bruise on her temple. SHE looks over at THOR and BRUCE.

Natasha

Thor, report on the Hulk.

Thor

The gates of Hel are filled with the screams of his victims!

NATASHA glares at THOR, who backpedals.

Thor

But not the screams of the dead, of course. No, no, wounded screams. Mainly whimpering, a great deal of complaining and tales of sprained deltoids and… gout.

STEVE goes over to TONY.

Steve

We need a new plan. And you need to get your head on straight.

Tony

I just – I don't get it. It doesn't add up.

Thor

No, it doesn't. I have an idea of how Ultron came to be, but first I must consult with Dr. Selvig.

Steve

But what about in the next battle? You went at Ultron full blast, without thinking. I need to know that won't happen again.

Tony

It won't.

STEVE starts to turn away, but TONY stops him.

Tony

Rogers. Steve.

STEVE looks at him, waiting.

Tony

I wanted to create Ultron so that I wouldn't have to put on the suit. So that none of us would have to.

Steve

I understand that.

Tony

And, I mean, clearly the Ultron idea isn't working out but what if I still didn't put on the suit? What if I was like Banner – a, a Code Gold or something instead of a Code Green?

Steve

Then I'd say that was your choice and I wouldn't blame you for it.

HAWKEYE looks up at NATASHA as she walks up to him while he's steering.

Hawkeye

You sure you should be standing?

Natasha

I'm fine.

SHE leans against the seat and rests her cheek on the top of his head.

Natasha

Where are we going?

Hawkeye

Home.

CUT TO:

EXT. BARTON FARM – MORNING

HAWKEYE lands the jet in the fields a bit away from the farm. The Avengers stumble out of it. NATASHA and TONY are helping BRUCE. THOR and STEVE keep bumping into each other as they head toward the farmhouse. HAWKEYE leads the way and unlocks the door.

Hawkeye

Watch your step.

Tony

What is this place?

Hawkeye

My home.

TONY and NATASHA help BRUCE to sit down at the kitchen table. STEVE, THOR, and TONY stare around in awe. It's a clean, all-American farmhouse. THOR takes a step back and steps on a carefully constructed LEGO STAR WARS set. HE looks down, then looks up at STEVE, daring him to tattle.

Tony

This is clearly a trick. We've entered some kind of alternate universe. No, wait, this is another SHIELD base.

Natasha

Anyone want coffee?

SHE starts brewing some.

Hawkeye

Fury arranged this for me years ago. I traveled all the time growing up as a carnie and I wanted something permanent. This is completely off the record. Ultron can't trace us.

NATASHA sets some coffee in front of TONY, THOR, and STEVE, then hands a cup to HAWKEYE.

Tony

(To Natasha) – Wait, you knew about this? Traitor!

Natasha

Hush up and drink your American sludge.

TONY makes an 'I'm watching you' motion with his two fingers but starts drinking the coffee.

STEVE stands out on the porch, sipping his coffee, watching the sun rise higher into the sky. THOR joins him.

Steve

You know I wanted this once.

THOR listens, just as STEVE listened to TONY earlier.

Steve

The house, maybe the farm too. Someone to share it with. Kids, too, someday. I, uh, always thought I'd adopt. Didn't want to give anyone my bad genes, y'know. Even after the serum I wasn't sure about risking it.

HE looks down at the floor, at his shoes.

Steve

Now I got nothing. Almost everyone I knew is dead. The woman I love more than - more than I - she's dying. Dying slow and painful. And my best friend tried to kill me and barely remembers who I am.

STEVE and the audience hear the ghost of 1940s dance hall music. There is laughter and the clinking of glasses. Peggy's voice, softly saying, "The Stork Club," and, "Eight o'clock on the dot."

Steve

Maybe… maybe if I'd given Peggy my coordinates as I was going down, like she asked, maybe…

Thor

Don't go there, my friend.

THOR lays a hand on STEVE'S shoulder.

Thor

Not a day goes by in which I do not dwell on my mother and my brother. I wonder what I could have done differently to save them. Perhaps I could have prevented Loki from drowning in his hatred. Perhaps I could have spared my mother her sacrifice. But we all have choices to make, Stephen. And the ones we love would not want us to choose to drown in the past when we could be living in the present the way that they would if they were here.

Steve

I can't remember the last time somebody called me 'Stephen'.

The two men chuckle together and companionably sip their coffee. STEVE'S ghosts aren't completely banished, but they've been set aside for the time being.

CUT TO:

INT. BARTON FARM UPPER ROOM - DAY

NATASHA enters an upstairs bedroom to find BRUCE staring out the window.

Natasha

Hey, big guy.

BRUCE turns slightly to look at her.

Bruce

Hey.

Natasha

I know what you're doing. You're hiding. Blaming yourself.

Bruce

What else can I do? I'm a monster. I shouldn't even be here right now.

NATASHA takes a moment, then decides to confide in him. As she speaks we see the flashbacks, see what she's talking about as she reveals her past. Flashes of rooms in an old house. Young girls being handcuffed to beds at night. Two girls clawing at each other over a piece of bread. Young girls practicing ballet.

Natasha

I grew up in a place called the Red Room. I was trained as a weapon. We had to fight for food. We were handcuffed to our beds at night. We'd practice ballet for hours, and if we collapsed…

The scene of girls practicing ballet is punctuated by a far-off scream and we snap back to the present, where we see NATASHA flinch. When she speaks again the flashbacks resume.

Natasha

I had to kill my classmates. At our graduation ceremony, I had to shoot an innocent man in cold blood.

FLASHBACK of NATASHA aiming a gun at a man tied to a chair – he's gagged but his eyes are pleading. NATASHA shoots him clean in the head.

In present day, NATASHA looks at BRUCE.

Natasha

Would you call me a monster?

Bruce

No, no you were a child-

Natasha

I was an adult when I assassinated politicians. I was an adult when I burned down a hospital.

Bruce

You're not a monster!

Natasha

Than neither are you.

BRUCE is silent.

Natasha

I got red in my ledger. We all do. You think Stark still doesn't feel all those lives his warheads took? It took a long time for me to pay back what I've done. But I could never have done it without Clint, without Fury, or Steve. These people love you, Bruce, and you need them. You gotta let them reach out to you.

Bruce

But what if I hurt them?

Natasha

You'll do anything not to, and that's what matters. Remember that they have a choice too. They know the risks. They're choosing to be with you.

SHE puts a hand on his shoulder.

Natasha

Just think about it.

CUT TO:

EXT. BARTON FARM – AFTERNOON

TONY and STEVE are chopping wood when a pickup truck pulls up. MARIA HILL, PEPPER, and BETTY get out, duffel bags in hand. TONY turns to STEVE and points at his pile of wood.

Tony

Don't touch my pile.

HIS pile of wood is much smaller than STEVE'S. STEVE rolls his eyes and keeps chopping while TONY goes over and greets PEPPER. HAWKEYE and NATASHA help MARIA and BETTY into the house.

Maria Hill

Fury's gone underground. I can set up a communication system here but we need to get Ultron off the internet first.

Natasha

That's what you and Pepper are here for.

Thor

(To Hawkeye) – May I use the landline to place a call to Jane? She should be in safety at her facility but I wish to confirm it.

Hawkeye

Yeah, phone's in the kitchen.

Maria Hill

I'll set up with Pepper in the living room.

SHE leaves the room, leaving HAWKEYE and NATASHA alone in the foyer. NATASHA goes up and places a hand on HAWKEYE'S side.

Natasha

I can feel the difference.

There is the sound of STEVE and TONY talking loudly about Ultron and how to handle him. HAWKEYE draws NATASHA aside so they won't be seen as easily and they begin talking in American Sign Language. Use subtitles at the bottom of the screen so the audience can follow along.

Natasha

[Signing] – Thank you. I know this is your safe place.

Hawkeye

[Signing] – It's yours too. And they need this.

Natasha

[Signing] – They need you. The way I needed you.

Hawkeye

[Signing] – I'm flattered, but I didn't think you were the sharing kind.

Natasha

[Signing] – Very funny. Look at us, Clint. We were falling apart back there and you held us together.

SHE takes his face in her hands and mouths the next words so that he can read her lips.

Natasha

(Silently, letting him read her lips) – Thank you.

Hawkeye

(Speaking quietly) – I just hope that this rest will be enough.

CUT TO:

INT. LIVING ROOM – DAY

BRUCE comes down the stairs and sees BETTY examining the few trinkets on the shelves in the living room. There are some archery trophies Clint won when he was a kid, a photo of the carnies he and his brother toured with, a photo of Clint's brother standing with a wife and kids, a few postcards from cities around the world, and a small photo of Natasha in sweats and a tank top relaxing on the porch swing, smiling softly at whoever took the picture – presumably Clint.

Bruce

Hey.

BETTY turns and sees him.

Betty

Hey yourself.

Bruce

I'm sorry they, uh, had to drag you out here. It's the safest place to be right now. You were at the party, so Ultron saw you and – but I know you have research to do – I'm sorry.

Betty

It's all right. Maria said Clint's landline is secure, I can call the lab from here. It won't collapse if I'm gone for a few days.

Bruce

Why – Natasha said I should trust you. That you know what you're doing. But – do you? I mean, we hadn't really spoken since-

Betty

Since you vanished.

Bruce

I mean, most people would have slammed down the phone the minute I called.

Betty

I like to think I'm not most people.

SHE comes over to him.

Betty

I can't pretend I wasn't hurt when you left. But I know you did it to protect people. You've always wanted to do what's right, Bruce. I couldn't be angry for that.

Bruce

Even if I have to do it again?

There is a pause as his words sink in.

Bruce

I went crazy out there today, Betty. I can't do that again. I can't put myself in a situation where I could hurt innocent people.

Betty

I understand.

SHE takes his hands.

Betty

But you're not going alone this time.

Bruce

But your research, your job, your friends-

Betty

I know what it means, and I know you'd never ask it of me. Please. You need someone, and I – I've missed you.

BRUCE is silent, contemplating. BETTY squeezes his hands.

Betty

At least think about it.

SHE kisses his knuckles and leaves him standing alone in the room.

CUT TO:

INT. KITCHEN – DAY

THOR, TONY, and STEVE are in the kitchen washing out their coffee cups. Well, THOR'S washing out the coffee cups. STEVE just left his in the sink and TONY is examining various photos of NATASHA and CLINT, which are taped to the fridge. The light bulb goes off in his head.

Tony

Wait – are Clint and Natasha a – a thing?

Steve

Where have you been?

Tony

 _You_ knew?

Thor

I believe they expressed their feelings shortly after Loki's attack on New York City.

Steve

Yeah – well, Nat tells me it was a thing since Budapest-

Tony

Goddamn Budapest.

Steve

But they never, y'know, _talked_ until after we defeated Loki.

TONY stands there in shock.

Tony

Am I the only one who didn't know?

PEPPER comes in.

Pepper

Your confusion is adorable.

TONY looks at her.

Tony

I can't believe you didn't tell me. I'm not sure I love you anymore.

HE puts an arm around her and she leans into him, resting her head on his shoulder.

There is a moment of peace and friendship. Then STEVE gets to the task at hand.

Steve

So, Ultron is acting on orders from someone.

Tony

Someone that's not me.

Steve

Well…

Tony

The system wasn't supposed to be ready.

Steve

I know. I believe you. But you have to admit he doesn't like you very much.

Tony

Well he's a part of a very big club.

Thor

I called Dr. Selvig and spoke with him – I believe I know how this happened. We will have to get it back from Ultron to be certain, but I believe Loki's scepter holds the Mind Stone.

Steve

What?

Tony

Come again?

Thor

There are six stones known as the Infinity Stones, each of which is tied to a different aspect of the universe. It is an old legend, one that I had forgotten until now. The Tesseract holds the Space Stone, the Aether that Jane and I dealt with holds the Reality Stone, and I believe that the scepter contains the Mind Stone. The Mind Stone has the power to control the will of others, as Loki did, and can grant immense wisdom and mental abilities to those who wield it.

Tony

So that was how Ultron was able to gain a separate personality and intelligence. My AI unit melded with this mind gem-

Thor

Mind Stone.

Tony

And they combined to create this Ultron character-

Steve

He's a character, all right.

Tony

And he's carrying out someone's orders combined with a twisted version of my orders?

Thor

Something like that.

Steve

Sounds like we need to get this Mind Stone back and house it somewhere safe.

Hawkeye

I think I know someone who can help us.

THOR, STEVE, PEPPER, and TONY turn to look at him.

Hawkeye

We need to get the Maximoff twins on our side.

CUT TO:

INT. ULTRON'S UNDERGROUND FACTORY – AFTERNOON

WANDA MAXIMOFF looks out over the Ultron droids building more Ultron droids using the vibranium. SHE goes up to ULTRON.

Wanda

What is this? You don't need such a large army to take out Stark.

Ultron

Stark is but a small part of the plan, my dear.

Wanda

This was not our deal. I demand that you cease production at once. You will put our people in danger.

Ultron

That's exactly what I intend.

Wanda

What?

PIETRO comes up to them.

Pietro

(To Wanda) - Are you all right?

Wanda

(To Ultron) - What do you mean?

Ultron

(Sighs) – Look, I like you. I really do. But I have my orders. Earth is to be made ready for a new ruler, and I'm the one who has to do that. It will bring peace in our time.

Wanda

This army will not bring peace, it will bring death!

Ultron

Is there a difference?

WANDA uses her chaos magic to attack him, sending pieces of metal flying at him and making wires up in the ceiling pop out and shower sparks over them. Several Ultron droids come up and point their lasers at her.

Ultron

Oh, dear. That was a mistake. And I thought our partnership would last much longer.

The Ultron droids power up their lasers. WANDA stands strong, ready to try and take them on. PIETRO runs, grabs her, and runs off just as the lasers start firing.

Ultron

No!

CUT TO:

EXT. FOREST - DAY

PIETRO stops running out in the forest, setting WANDA down. They speak in Romani, with subtitles for the audience.

Wanda

What have I done? What have I done?

Pietro

It will be all right.

Wanda

No! I brought this upon our people. Even now he is building an army underneath our city, our home. Our people will have more war and more bloodshed.

Pietro

There is still time to stop him.

Wanda

This is my fault. It was me, I wanted revenge. I should have listened to you; we should never have taken the deal.

Pietro

You wanted revenge on Stark. You wanted him to pay for what he has done to our people, to our mother. No one can blame you for that. But think, Wanda. We cannot stop him on our own.

Hawkeye

You won't have to.

THE TWINS turn to see HAWKEYE and BLACK WIDOW striding up to them. THE TWINS drop into battle positions.

Hawkeye

Whoa, whoa, we're just here to talk.

THE TWINS remain wary.

Hawkeye

Look, we know you have issues with Stark-

Wanda

Issues?

SHE gets up in HAWKEYE'S face.

Wanda

Our mother was killed by a missile that Stark made when it hit our house during the war. My brother and I were trapped in the rubble for three days, staring at the Stark Industries logo. Staring at the machine, the name of the man that had killed our only family. We were refugees, children that no one wanted. Who would take in a filthy _Roma_? Roma just steal, Roma just lie, never trust a Roma, everyone knows that. We were beaten and kicked out of foster homes. We grew up on the streets! We had no one to care for us, no one to love us. People spit at our feet! Stark brought war down on our heads, destroyed our cities and killed our people. He made our lives miserable. And you say, you say that I have 'issues'?

WANDA is crying now.

Wanda

I did not have _issues_ with Stark. I wanted him _dead_!

PIETRO comes over and hugs WANDA, comforting her. NATASHA steps forward.

Natasha

Stark has done some questionable things in his past. But so have all of us.

Hawkeye

I wasn't always the most stand up guy either. And neither was Natasha here. But that's why we're the Avengers. We're making up for those mistakes. And we want to give you that chance, too. We're here to help you. Ultron is a threat to your people and to the entire world.

Pietro

He wants to destroy all of humanity.

Hawkeye

And it's our job to stop him.

Wanda

It is _our_ job. I convinced my brother to help him. This is our fight.

Hawkeye

But it doesn't have to be. Neither of us can tackle him on our own. We need you and you need us.

Natasha

Trust me. This guy knows what he's talking about. If he's asking you to switch sides, it's for good reason.

Hawkeye

Let's help each other.

WANDA and PIETRO confer quietly for a moment.

Natasha

You going to make a habit of converting the enemy?

Hawkeye

Well, seeing as it worked so well with you…

WANDA steps forward and addresses HAWKEYE.

Wanda

We will work with you.

CUT TO:

INT. AVENGERS TOWER – DAY

TONY and BRUCE are hard at work on something technological while STEVE gives orders to MARIA HILL and to someone on the phone. THOR accepts a drink from PEPPER. BETTY, meanwhile, runs around assisting everyone.

HAWKEYE and NATASHA enter with the MAXIMOFF TWINS, who look around with suspicion.

Hawkeye

Special delivery!

Thor

Ah!

HE goes over to greet the TWINS while the others hesitate.

Thor

It is wonderful to have such warriors on our side in this upcoming battle. I am Thor Odinson of Asgard.

PIETRO hesitantly shakes THOR'S hand while WANDA watches warily.

Pietro

I'm Pietro, of Sokovia. This is my twin Wanda.

Tony

So whatcha got for us?

PEPPER walks up with two glasses of water in hand.

Pepper

What Tony means to say is that he greatly appreciates you teaming up with us.

SHE hands the water to the TWINS, who drink it gratefully.

Steve

And any Intel you can give us on Ultron would be great too. We're up a creek without a paddle here.

Bruce

Like what is he using the vibranium for?

Wanda

He has been using the vibranium to rebuild his robots, make them invincible. And he is building a – a machine of some kind underneath the church.

Pietro

He wouldn't tell us what it was for.

Wanda

I think he will use it to destroy our country.

Tony

So basically your run-of-the-mill evil super villain stuff. I'll be honest I expected a little more creativity.

Wanda

Ultron can't see the difference between saving the world and destroying it. Where do you think he gets that?

Tony

Pretty tough talk for someone who had a deal with HYDRA.

STEVE takes a step forward in between WANDA and TONY. HE addresses TONY.

Steve

Yeah, who'd be crazy enough to let a German scientist experiment on them in order to protect their country?

TONY sees the point and backs down.

Steve

I know we've had our differences. But we've got to work together now, so let's save any personal feelings until after we deal with Ultron.

Betty

Guys, something's happening to the internet.

EVERYONE turns to look. BETTY holds up an iPad to show that ULTRON has taken over the internet to broadcast a message.

Ultron

To those that call themselves the Avengers. Still hiding? I wish I could say that I'm surprised.

The news, televisions, and the internet around the world fill with images of Ultron droids taking over various U.S. army bases, killing the personnel and taking control of missiles and other war machines.

Ultron

Here's what I propose.

The video switches to Sokovia, where more Ultron droids are amassing.

Ultron

I won't use the United States' massive and well-funded military to obliterate the world just yet. But I will destroy this forgettable little country – unless you come out and stop me.

Camera pans over the horrified faces of the AVENGERS, THE TWINS, PEPPER, MARIA HILL and BETTY.

Ultron

The clock is ticking.

The transmission cuts out.

EVERYONE stares, horrified.

Wanda

We have to go.

Tony

Doesn't seem like we have much of a choice.

Steve

We need a plan. Ultron's got us outmatched, we need to even the playing field. We have to get back control of those military bases, and we have to evacuate civilians. We can't let them pay the price for our battles.

Tony

Even if we kill Ultron out there, he can still vanish into the internet and reappear somewhere else.

JARVIS

I believe I can help with that, sir.

EVERYONE swivels to look, shocked, as PEPPER pulls up the image of JARVIS'S 'brain'.

Pepper

Look who I found hiding in the internet.

Tony

(Overjoyed but playing it cool) - JARVIS! I knew he couldn't beat you, buddy.

JARVIS

I'm afraid I had to fake my own death, as strange as that may seem for a computer program.

Pepper

JARVIS and I can cut Ultron off from the internet.

Tony

Get Rhodey on the line; see if he can get back those military bases.

Steve

I'll call Sam. He'll love working with Rhodes. Maria, how are we coming on the SHIELD agents?

Maria Hill

They're awaiting your orders, Captain.

Steve

Then, Avengers…

Camera cuts out just before he says 'assemble'.

CUT TO:

EXT. SOKOVIA – DAY

A QUINJET flies low over Sokovia. TONY is flying it. THE TWINS and the other AVENGERS are ready to jump out.

Tony

You guys ready?

Natasha

As we'll ever be.

TONY opens up the hatch so they can jump out.

Tony

Now!

STEVE jumps out without a parachute, his shield on his back. THOR grabs THE TWINS and uses his hammer to fly, guiding him and THE TWINS to the ground. HAWKEYE fires an arrow with a line attached to it and hooks his quiver over it, using it as a zip-line. NATASHA straddles a motorcycle and rides it out, flying down onto the ground and zooming off. BRUCE hesitates and looks back at TONY.

Tony

You got this, buddy.

BRUCE nods gratefully and then leaps out, transforming into the HULK as he does so.

Tony

You sure you know what you're doing?

BETTY appears, having hidden herself in a floor hatch.

Betty

I can figure it out.

TONY hands the controls of the Quinjet to BETTY and leaps out. His Iron Man suit assembles around him as he falls, stopping him right before he hits the ground, and he flies up and over the city.

At the church in the center of the city, ULTRON sits, pondering Loki's staff. HE hears the roar of NATASHA'S motorcycle and smiles. HE knows the AVENGERS have answered his challenge.

HE turns to see NATASHA ride up on her motorcycle and smash into him, making him shatter to bits. THOR, WANDA and PIETRO land nearby, and HAWKEYE zips down. STEVE lands a moment later, denting the ground.

Another, larger ULTRON droid appears.

Ultron

Time for the fun to begin.

HE tries to blast them with lasers, but EVERYONE dodges. THOR throws his hammer at ULTRON, which knocks his head off and then returns to him.

Thor

IS THAT THE BEST YOU CAN DO?

Dozens more of Ultron's drones appear.

Steve

You had to ask.

The Ultron droids start to advance.

Steve

You get hurt, hurt 'em back. You get killed… walk it off.

Pietro

That is not very inspiring.

Hawkeye

Next time you can write the motivational pre-battle speech.

EVERYONE gets ready for battle. TONY appears in his suit and lands next to STEVE. HE sees the many droids around them and leans in.

Tony

No way we're all getting through this.

Steve

I got no plans tomorrow night.

TONY nods and fires up his blasters.

Tony

Let's get this party started.

The final battle begins. WANDA uses her chaos magic to send things flying into the drones and to scramble their wiring. PIETRO runs around knocking into them and yanking out their wires. HAWKEYE fires his arrows, NATASHA has her Widow's Bite and her fighting moves, STEVE has his shield, THOR his hammer, TONY his blasters and of course THE HULK is wreaking havoc.

Ultron

I don't think you fully understand. I will take everything from you. I will take your creations, your inventions, and I will turn them against you.

Tony

Well, that's unfortunate.

HE shoots ULTRON with a tank missile. Another ULTRON steps up.

Ultron

I am unstoppable. If you strike this body down, more will take its place.

Steve

Sounds an awful lot like HYDRA to me.

Tony

Well I only created about 300 suits so…

Steve

You really need a new hobby Stark.

Tony

Don't tell me things I already know, Spangles.

More Ultrons appear.

Ultron

We will take everything from you. Starting with hope.

Tony

And how do you propose to do that?

An Ultron shoots a car, which explodes. People scream and start running.

Ultron

Simply through my actions.

A small rock hits ULTRON in the head. HE turns and we see a small girl standing there defiantly, glaring at him. ULTRON tries to take a shot but STEVE jumps in front of the girl, deflecting the shot with his shield.

Steve

I don't think you understand, Program.

ULTRON glares at him.

Steve

Yeah. _Program_ , because that's what you are. You aren't capable of taking hope from people. And the more you try, the more you will fail.

ULTRON begins shooting lasers at STEVE, who grits his teeth as his shield heats up.

Ultron

I AM CAPABLE!

TONY flies up and behind ULTRON.

Tony

Hey Sparky, over here.

ULTRON whirls around and gets a tank missile in the face.

Tony

You know I hate it when you try to steal the show, Cap.

Steve

(Grins) – I'm glad you're on my team, Tony.

More Ultron droids appear. STEVE hauls the little girl up into his arms.

Steve

Take care of Ultron. I've got the civilians.

Tony

My pleasure.

A HELICARRIER appears and someone speaks into STEVE'S commlink.

Nick Fury

Rogers!

Steve

Fury, you son of a bitch!

Maria Hill

Sorry we're a little late, but we have all the carriers.

Tony

Fury! You owe me one of those!

Fury

Put it on my tab, Stark.

Steve

Great. I'll start guiding the civilians to you. Just be ready to load them up and get out of here.

Fury

Will do, Captain.

BOB, the 'Captain's orders' guy from THE WINTER SOLDIER, is at his computer.

Bob

We're ready to launch when you are, sir.

Fury

Send 'em out.

Various escape ferries are sent out from the helicarrier, ready to load civilians and take them back to the carrier so they'll be out of the warzone. STEVE yells into his commlink.

Steve

Maximoffs! These are your people, they'll trust you! Help me get them to safety!

Pietro

I'm on it!

Wanda

(To Pietro) – And stop messing around!

Pietro

You know, I am twelve minutes older than you.

THEY grin at each other and PIETRO takes off. HE runs around, yelling at everyone to head for the helicarrier, grabbing children and zooming them over to the ferries then running back. WANDA begins hexing things to get in the way of the droids and create a safe path for the civilians. STEVE carries the little girl he saved to one of the ferries, then runs back and starts guiding people toward safety.

THOR, TONY, BRUCE, HAWKEYE and NATASHA continue to fight ULTRON and his droids. It's a pretty fair fight – the Avengers are talented and strong but there are a lot of droids.

Natasha

Reminds me of Budapest.

Hawkeye

Really? _This_ does?

Tony

Someday you two are telling me what the hell happened in that city!

PIETRO runs into a police station.

Pietro

[In Sokovian] – This city is under attack! We have to get the civilians to safety!

EVERYONE stares at him. HE runs out, returns seconds later with a disabled Ultron droid and begins firing the laser into the ceiling. EVERYONE jumps up and police grab their guns.

Pietro

[In Sokovian] – Get off your asses!

PIETRO runs out and the POLICE spring into action.

Meanwhile, WANDA short-circuits an Ultron droid to protect some civilians just as another droid blasts a building. SCREAMS come from inside the building as it starts to collapse. WANDA casts a hex that freezes the building. SHE runs over and peers in a window. There are two dead parents on the floor, crushed, and three frightened children. WANDA waves at them for them to come to her.

Wanda

[In Sokovian] – Hurry! I can't hold it forever!

The children run over to her and she helps them out. The children run to the helicarrier ferries and WANDA, reminded of her mother's death, sinks back against the wall.

FLASHBACKS of young WANDA and PIETRO trapped under rubble, staring at their dead mother's body and the Stark missile. They're only about ten, and they're terrified. PIETRO'S trying to comfort WANDA but he's just as scared.

CLOSE UP of WANDA crying, trying to reach for her dead mother's hand.

In present time WANDA cries again, a few tears sliding down her face. The building starts to fall again and WANDA stumbles back out of the way. An Ultron droid attacks her and she turns in shock, too late to stop it-

An arrow shoots the droid and it falls. HAWKEYE draws another arrow and has it ready, then grabs WANDA and guides her into an empty building. WANDA is shaking.

Hawkeye

You okay?

Wanda

(Shaking her head) – I… I don't know.

Another blast shakes the building and WANDA flinches.

Wanda

There are so many of them. How do you do this? How can any of you do this?

Hawkeye

If we don't, who will?

WANDA looks up at him. HAWKEYE sighs.

Hawkeye

We're fighting an army of robots and I have a bow and arrow. Nothing makes sense.

Wanda

I failed my people, my heritage. I brought this destruction upon them. How can I possibly atone for that?

Hawkeye

Doesn't matter what you did, or what you were. If you go out there, you fight, and you fight to kill. Stay in here, you're good. I'll send your brother to get you to the helicarrier. But you step out that door, you have to let that guilt go and focus on this present moment. You step out that door, you're an Avenger.

WANDA ponders this.

Meanwhile, TONY notices a droid headed for STEVE, who is still guiding civilians.

Tony

Cap, you got an incoming!

STEVE gets hit by an Ultron drone.

Steve

Incoming already came in!

WE cut back to HAWKEYE and WANDA. PIETRO runs in to check on his sister.

Hawkeye

We're okay. She just needs a minute.

HE takes PIETRO outside.

Hawkeye

How are you doing?

Pietro

All right. This is the most exercise I've had in ages.

Hawkeye

This isn't all fun and games, all right? Lives are at stake.

Pietro

Doesn't mean we can't also enjoy it!

HE dashes off, yelling over his shoulder.

Pietro

Keep up, old man!

HAWKEYE draws an arrow and points it at PIETRO.

Hawkeye

No on would ever know… 'Where's the kid?' Oh, last I saw, Ultron was sitting on him. Shame, really. Miss the little bastard already.

Meanwhile BRUCE, as THE HULK, smashes buildings and tramples cars and the like in his quest to destroy the droids, which are swarming him like bees. People around him are screaming. HE becomes disoriented by the screams and the droids as the BRUCE part of him realizes that he is also putting civilians in danger. HE stumbles around, torn and confused.

A FIGURE runs out into the street. It's BETTY.

Betty

BRUCE!

BRUCE tears off the last of the droids and stops and stares at her, confused.

Betty

It's me. It's Elizabeth. Betty.

BRUCE roars at her but BETTY stands firm, her hands up to show she's not a threat.

Betty

It's okay. It's me. It's just me. I'm here.

BRUCE calms down a little.

Betty

That's it. Just listen to the sound of my voice.

BRUCE takes a step towards her. We can't tell if he's simply curious or if his humanity is starting to win over.

Betty

It's okay, Bruce. I'm here.

SHE softly hums 'At Last' as BRUCE comes toward her. BETTY holds out her hand, palm up. BRUCE reaches for it, entranced by her calmness.

Betty

There we go.

BRUCE hovers his massive hand over hers. BETTY turns her hand over and BRUCE mirrors the movement, so now her hand is hovering over his. SHE lightly touches her fingertips to his palm.

Betty

It's me. It's all right. I'm right here. I'll always be here.

Bruce

[Hulk voice] - Betty?

HE stumbles away from her, transforming back into BRUCE with each step, until he is lying on the ground and panting. BETTY comes over to him and puts her hand on his cheek. BRUCE grabs it and presses his lips to her knuckles.

Betty

Are you still planning on running away?

BRUCE looks up at her.

Meanwhile, HAWKEYE is firing arrows at Ultron droids. He's quickly becoming surrounded, however, and is looking for an exit route.

Several droids are blasted out of the way or hexed into short-circuiting. HAWKEYE turns.

Cue the dramatic music folks - WANDA is exiting the building, blasting droids right and left. SHE'S decided to stand and fight.

HAWKEYE grins at her proudly.

Meanwhile THOR, TONY, and NATASHA continue to fight ULTRON and his droids. ULTRON backhands NATASHA and sends her flying, knocking into a pillar. SHE slides to the ground, apparently unconscious. THOR and TONY battle it out with ULTRON, but HE grabs THOR'S wrist and twists THOR'S arm until THOR drops his hammer. ULTRON then begins beating on THOR. TONY lands on ULTRON'S shoulders to try and stop him, but ULTRON grabs TONY and bashes his and THOR'S heads together.

Meanwhile WANDA sees something behind HAWKEYE.

Wanda

Look out!

HAWKEYE turns in time to see an Ultron droid about to fire a laser at him. PIETRO runs in front just in time, shoving HAWKEYE out of the way. WANDA blasts the droid and it collapses. HAWKEYE and WANDA look at PIETRO, who stares down at himself. HE has been hit in the side – not badly enough to kill him but he needs medical attention immediately.

Pietro

I… did not see that coming.

HE starts to collapse and HAWKEYE catches him.

Hawkeye

(To Wanda) – I'll get him to the helicarrier. Go! Stop Ultron!

WANDA gives them a worried look and then takes off running. HAWKEYE starts carrying PIETRO to the helicarrier.

STEVE finishes loading the last civilians. HE yells into the commlink.

Steve

Civilians are evacuated! How are we looking?

CAMERA shows THOR and TONY, each with their head being gripped by ULTRON, unconscious and limp.

Steve

Tony? Thor? Bruce? Natasha?

Shot of NATASHA'S unconscious body. STEVE gets no answer.

HAWKEYE runs up to STEVE, who helps him with PIETRO.

Steve

What's going on?

Hawkeye

I don't know. Wanda's still live but I haven't seen or heard from the others.

NATASHA slowly stirs. SHE turns her head and lifts it slightly. SHE sees ULTRON with TONY and THOR. She then spies something else – MJOLNIR. NATASHA speaks into the comm.

Shot of STEVE and HAWKEYE'S faces as NATASHA speaks over the comm.

Natasha

Give… me… a minute…

NATASHA slowly rises to her feet. ULTRON hears the noise and starts to turn but WANDA appears.

Wanda

Time to end this.

As they speak, NATASHA stealthily makes her way toward the hammer.

Ultron

Are you an Avenger now? Going to start wearing spandex?

Wanda

I am an Avenger – I will avenge my people. I will avenge my brother. I will have my vengeance upon you!

SHE uses her powers to scramble ULTRON'S circuits. HE screams in pain and drops THOR and TONY. NATASHA makes a final dash for MJOLNIR and grabs it.

NATASHA ROMANOFF, the Black Widow, assassin and former killer, the first female Avenger, _is fucking worthy_.

SHE swings MJOLNIR. There is the sound of thunder and lightning crackling. The hammer connects just underneath ULTRON'S chin in a nasty uppercut, hitting his head clean off. WANDA focuses her powers and ULTRON'S metal and wires begin to crush and corrode, short-circuiting and scrambling and rusting. WANDA is taking a century of machine decay and doing it in the span of a few seconds.

NATASHA hits ULTRON again with the hammer, this time in the center of his chest. SHE then brings the hammer down on ULTRON'S decapitated head, crushing it.

All of the Ultron droids collapse to the ground.

NATASHA and WANDA lock eyes.

WANDA stops her magic on ULTRON and uses it to jumpstart TONY and THOR, who awake with a start.

Tony

Owww, my head.

HE sits up, his helmet coming off so he can feel his head. THOR stands up and looks over at NATASHA. SHE sets the hammer down, embarrassed. THOR shakes his head and holds out his hand. NATASHA picks up the hammer again and walks over to him. TONY looks and sees this.

STEVE and HAWKEYE run in just in time to see NATASHA hand MJOLNIR to THOR. EVERYONE stares.

THOR smiles at NATASHA.

Thor

Whosoever be he, or _she_ , who is worthy.

Natasha

(Embarrassed) – I told you it wasn't a question I needed answering.

HAWKEYE is smiling so wide he looks like he's going to split his face in half. STEVE looks pretty damn proud like he's the one who just picked up the hammer. TONY splutters. WANDA doesn't seem to understand what the big deal is.

Steve

So… he's gone?

Thor

It appears so.

HE goes over and picks up Loki's staff.

Thor

This is an end to the battle, but not an end to the war.

CUT TO:

INT. HELICARRIER – DAY

WANDA follows as PIETRO is wheeled off to surgery. THOR gives a SHIELD AGENT strict instruction on the containment for Loki's staff. NATASHA and HAWKEYE are standing close, talking about something in low tones.

STEVE and MARIA HILL are on video call with SAM and RHODEY.

Sam

We're all good here, Cap.

Rhodey

What happened? One second our asses were in the fire, next second all the droids shut down.

Steve

We destroyed Ultron for good. Are the weapons secure?

Rhodey

Yup.

Sam

You want me to head back to Russia?

Steve

Yeah, I'll rendezvous with you as soon as I can. Thanks for the help, guys.

Rhodey

No problem. And remind Tony it's pizza night tomorrow.

Steve

Will do Colonel.

TONY approaches FURY.

Tony

Hey, did a Quinjet land on the dock by any chance?

Fury

No. And no sign of Banner, either.

Tony

That little minx.

CUT TO:

INT. PEPPER'S OFFICE – DAY

Camera shot shows a desk in a nice office with the nameplate PEPPER POTTS, CEO on it. There is a phone on the desk. It goes to voicemail and Pepper's voicemail greeting plays.

Pepper (Voicemail)

Hi, you've reached the office of Pepper Potts. I'm sorry I can't get to the phone right now, but leave me a message and I'll be sure to return your call. Thank you!

There is a beeping sound and BRUCE'S voice comes over the phone.

Bruce

Pepper, it's Bruce.

CUT TO:

INT. AVENGER'S TOWER MEDICAL ROOM - DAY

PIETRO wakes up slowly. HE is in a bed. HE turns and sees a nightstand. On it is a picture of the AVENGERS at the shawarma place from the first film – they are all smiling at the camera, although they are clearly exhausted.

Wanda

[In Romani] - They keep this sick room in case one of them is injured. It's state of the art.

PIETRO turns his head to see WANDA sitting by his bedside. SHE smiles nervously.

Wanda

[In Romani] - Hi.

PIETRO sits up.

Pietro

[In Romani] - How long have I been out?

Wanda

[In Romani] - Three days. You were very lucky.

There is a pause. WANDA gathers up her courage.

Wanda

[In Romani] – You were right, about everything. We should not have gone to HYDRA. We should not have turned our back on our heritage like that. We should not have worked with Ultron. I was blinded by my hate and you nearly paid the price. You are the most important thing in my life. Can you ever forgive me?

Pietro

[In Romani] – My darling sister.

HE reaches over and takes her hand.

Pietro

[In English] - There is nothing to forgive.

WANDA grins and hugs him, bursting into tears. After a moment she pulls back, still smiling. There is a knock and they turn to see HAWKEYE leaning on the doorframe.

Hawkeye

Am I interrupting?

Pietro

No, no, come in.

HAWKEYE enters the room and comes to stand at the foot of the bed.

Hawkeye

I have a proposition for you.

CUT TO:

INT. AVENGER'S TOWER COMMON ROOM - DAY

TONY pours STEVE a drink and passes it to him.

Steve

You know I can't get drunk.

Tony

Unless it's Thor's special happy drink, yeah, I know. But it's ceremonial.

THEY clink their glasses together and drink.

Tony

I, uh, have something to say, and it's not going to be easy, so I'm just going to come out and say it.

STEVE watches him, wary.

Tony

I… I need a break. After – well, the whole Iron Man thing, and Pepper – and now Ultron, and JARVIS – I just, I need some time. I hung up the suit and I meant it. I know, it was needed this time, but I want to walk away for a while.

Steve

I understand.

Tony

You do?

Steve

I've got my own stuff that's going to keep me occupied.

TONY nods his acknowledgment and acceptance of Steve's mission with Bucky.

Tony

But you'll still be on call.

Steve

Yes.

Tony

See, I won't. I got a girlfriend I've been neglecting, a company to pretend to run – I need a new hobby, like you said.

Steve

And here I thought you never listened to me.

Tony

No, I just pretend not to.

CUT TO:

INT. AVENGER'S TOWER MEDICAL ROOM – DAY

Hawkeye

There are two spots open on the team. We could use two fighters like you. But only if you want to.

Wanda

We will not answer to SHIELD.

Hawkeye

No, that's disbanded. That helicarrier was all volunteers – former SHIELD agents that Agent Hill contacted and asked to help us. You'd answer only to the people of the world. But your actions would be answerable. You'd have a responsibility. When there's a threat you have to drop everything. You have to be willing to give your life in service to those who can't protect themselves. It's a lot to ask, especially from kids like you, but the offer is open if you want to take it. What do you say?

WANDA and PIETRO look at each other.

CUT TO:

INT. AVENGER'S TOWER COMMON ROOM - DAY

THOR enters.

Thor

I have examined Loki's staff. It does indeed contain the Mind Stone. I will have to take it to Asgard for safekeeping before I return to Jane.

Tony

Something's coming. Someone got into Ultron's head and made him go whack.

Thor

Probably the same person who gave Loki the staff and his army.

Steve

That means there's still a threat out there. We'll need to be ready when it comes.

Thor

We will be.

Tony

Won't know what hit 'em.

Steve

Until then.

The three men exchange handshakes and shoulder claps.

CUT TO:

EXT. AVENGER'S TOWER – DAY

STEVE is about to get on his motorcycle at the base of AVENGER'S TOWER just as NATASHA exits and comes up to him. SHE is wearing sweats and a shirt that is clearly too big for her – a man's shirt. SHE is also wearing her arrow necklace from THE WINTER SOLDIER film.

Natasha

You going after your ghost again?

Steve

Same thinks he picked up a lead outside of Munich.

Natasha

How long are you going to keep at this?

Steve

As long as it takes.

NATASHA nods in understanding, arms folded. After a moment, she leans in and hugs STEVE, who is surprised but pleased and hugs her back. HE then gets on his motorcycle, starts it up, and drives off as NATASHA watches.

Bruce V.O.

Pepper, it's Bruce. I'm okay, and I've got Betty with me. We're, uh, we're going on a little detour. More of a long detour. I'm sorry I couldn't do this in person but circumstances were a little rough.

Camera cuts to TONY driving in his car along the California coast toward his house in Los Angeles. HE is looking thoughtful.

Bruce V.O.

Tell Tony not to blame himself. He's doing the best he can - and he's the best friend I could've asked for.

STEVE boards a plane headed for Munich. HE pulls a picture of BUCKY out of his wallet and stares at it as he shuffles through the security line, then looks up and forward as if imagining their reunion.

Bruce V.O.

Tell Steve to never change.

THOR returns to JANE, who enthusiastically runs up and kisses him.

Bruce V.O.

Tell Thor I'll be back for that drink.

BETTY places her hand over BRUCE'S in the jet. CAMERA pans over a tropical island that they are flying the jet over – somewhere in Fiji.

Bruce V.O.

And tell Nat – tell her that she was right. Clint you better hold onto that one, she's a keeper.

Cut to PEPPER standing by the phone, listening to the voicemail.

Bruce V.O.

I'll see you around. But only if it's a Code Green.

CUT TO:

INT. AVENGER'S TOWER GYM - DAY

HAWKEYE and BLACK WIDOW enter the gym in Avenger's Tower where WANDA and PIETRO are waiting.

Hawkeye

All right, kids. Let's get started.

FADE TO BLACK

* * *

MID-CREDITS SCENE

FADE IN

INT. AVENGER'S TOWER COMMON ROOM – DAY

TONY is sitting on one of the couches, in a bit of shock. HE is staring at someone.

Tony

So that's what happened?

CAMERA switches to the couches across from TONY, where we see CLINT and NATASHA sitting there. CLINT nods.

Clint

Yup.

Tony

Wow. You think they'll ever let you back into the city?

Natasha

Tony, they won't even let us back into Hungary.

Tony

So wait, for _that_ , you got kicked out of an entire country?

CLINT and NATASHA nod, dead serious.

Tony

Wow.

HE stands up.

Tony

Well, thanks for telling me. That's a crazy story.

Clint

As crazy as an army of sentient robots or aliens riding flying motorcycles?

Tony

Touché. All right. See you guys later.

HE leaves the room.

Clint

Are we ever going to tell him what really happened?

Natasha

Nope.

CUT TO BLACK

* * *

END CREDITS SCENE

FADE IN

EXT. THANOS'S ROCK IN THE MIDDLE OF SPACE - NIGHTTIME BECAUSE WE ARE IN SPACE

THANOS sits on his throne, contemplating life or something like that.

A SERVANT, similar to the one that Ronan killed, approaches.

Servant

My Lord. Ultron has been defeated. The Mind Stone did not work.

Thanos

It is of no matter.

Servant

But they know of your existence, my Lord!

Thanos

That will not save them in the end. Their time of extinction is upon them. But we can learn from the robot's mistakes.

Servant

My Lord?

Thanos

Bring me the gauntlet.

We see THANOS clench his fist, as if already feeling the gauntlet on his hand.

Thanos

If you want something done right, you have to do it yourself.

CUT TO BLACK

* * *

 **Author's Notes:**

 **1\. In script writing, the 'CUT TO' and 'FADE TO BLACK' would be on the right-hand side of the page. Unfortunately, FF did not allow for that particular formatting. The spacing between lines is also slightly wider than what would be used in an actual screenplay.**

 **2\. I personally ship Steve/Bucky, but I know that not everyone does, and since I was writing this as if it were actually going to show in theaters, I left the nature of Steve's feelings for Bucky ambiguous. He could view him as a best friend, or he could be realizing Bucky means more to him than that. It's up to the reader/viewer to decide.**


End file.
